Obligations of Holder. (a) In connection with each registration hereunder, each selling Holder will furnish to the Company in writing such information with respect to such seller and the securities held by such seller, and the proposed distribution by him or them as shall be reasonably requested by the Company in order to assure compliance with federal and applicable state securities laws, as a condition precedent to including such seller's Restricted Stock in the Registration Statement. Each selling Holder also shall agree to promptly notify the Company of any changes in such information included in the Registration Statement or prospectus as a result of which there is an untrue statement of material fact or an omission to state any material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances then existing.
(b) In connection with each registration pursuant to this Agreement, the Holder whose shares are included therein will not effect sales thereof until notified by the Company of the effectiveness of the Registration Statement, and thereafter will suspend such sales after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a Registration Statement or prospectus. At the end of any period during which the Company is obligated to keep a Registration Statement current, the Holder included in said Registration Statement shall discontinue sales of shares pursuant to such Registration Statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such Registration Statement which remain unsold, and such Holder shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company. 155
Obligations of Holder. In connection with the registration of the Registrable Securities, Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.
Obligations of Holder. (a) The Holder agrees that he will offer and sell the Holder's Stock in compliance with all applicable state and federal securities laws, except those laws compliance with which are within the control of Liquids and which are not within the control of the Holder. Specifically, without limitation, the Holder agrees as follows:
(i) The Holder agrees not to use any prospectus (as that term is defined under the Securities Act) for the purpose of offering or selling the Registrable Stock to the public except for the Prospectus, as the same may be supplemented and amended from time to time.
(ii) Neither the Holder nor any affiliate of the Holder shall engage in any practice which would violate Rule 10b-6 promulgated under the Securities Exchange Act of 1934 ("Exchange Act").
(iii) Neither the Holder nor any affiliate of the Holder shall solicit purchases of Holder's Stock to facilitate the distribution of the Registrable Stock in violation of Rule 10b-2 promulgated under the Exchange Act.
(iv) Neither the Holder nor any affiliate of the Holder shall effect any stabilizing transactions to facilitate the offer and sale of the Registrable Stock to the public in violation of Rule 10b-7 promulgated under the Exchange Act. As used above, the term "affiliate" shall not include Liquids.
(b) The Holder agrees to promptly notify Liquids as and when any of the Registrable Stock is sold and when the Holder elects to terminate all further offers and sales of Shares pursuant to the Registration Statement. The Holder acknowledges that any of the Registrable Stock which has not been sold within two (2) years after the effective date of the Registration Statement or any earlier termination of the distribution of the Registrable Stock will be removed from registration by means of a post-effective amendment to the Registration Statement.
(c) It shall be a condition precedent to the obligations of Liquids to take any action with respect to registering the Registrable Stock that the Holder furnish Liquids in writing such information regarding the Holder, the Holder's Stock and other securities of Liquids held by the Holder, and the distribution of such Holder's Stock as Liquids may from time to time reasonably request in writing. If the Holder refuses to provide Liquids with any of such information on the grounds that it is not necessary to include such information in the Registration Statement, Liquids may exclude the Registrable Stock from the Registration Statement. The Holder ag...
Obligations of Holder. (a) Each Holder of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder, and shall otherwise use reasonable best efforts to cooperate with the Company and any underwriter(s), as the Company may reasonably request and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.
(b) Each Holder of the Registrable Securities agrees by acquisition of such Registered Securities that upon receipt of any notice from the Company pursuant to Paragraph 5(g), such Holder will forthwith discontinue such Holder's disposition of Registered Securities pursuant to the Registration Statement relating to such Registered Securities under such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Paragraph 5(g) and if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus relating to such Registered Securities at the time of receipt of such notice.
Obligations of Holder. Each Holder shall:
(a) furnish to Basic such information regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities as Basic shall reasonably request and as shall be required in connection with the actions to be taken by Basic hereunder, which shall be a condition precedent to the obligations of Basic to include Registrable Securities of a Holder in the Shelf Registration Statement;
(b) promptly notify Basic of any changes in the information set forth in the Shelf Registration Statement and the Prospectus or any document incorporated by reference therein regarding such Holder or its plan of distribution, and shall not use, distribute or otherwise disseminate any free writing prospectus, as defined in Rule 405 under the Securities Act in connection with the sale of Registrable Securities under the Shelf Registration Statement, without the prior consent of Basic;
(c) not disclose any material non-public information obtained by such Holder in connection with this Agreement, and shall not use any such information as the basis for any market transactions in the securities of Basic or its Affiliates, unless and until such information is made generally available to the public; and
(d) following receipt of any supplement to any Prospectus, deliver such supplement or revised Prospectus in connection with any offers or sales of Registrable Securities, and not deliver or use any Prospectus not so amended, supplemented or revised. Following delivery of notice that Basic is preparing and filing with the SEC a supplement to the Prospectus, the Holders shall not make any further sales of Registrable Securities pursuant to the Shelf Registration Statement until the Holders receive such supplement from Basic.
Obligations of Holder. (a) Each Holder of Registrable Securities included in any registration shall furnish to the Partnership such information regarding such Holder and the distribution proposed by such Holder as the Partnership may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.
(b) Each Holder of the Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Partnership pursuant to Section 5(e), such Holder will forthwith discontinue such Holder’s disposition of Registered Securities pursuant to the registration statement relating to such Registered Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(e) and, if so directed by the Partnership, will deliver to the Partnership (at the Partnership’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus relating to such Registered Securities at the time of receipt of such notice.
Obligations of Holder. 3.3.1 In connection with any Demand Registration, each Holder shall:
(a) provide such information with respect to itself and the number of securities of the Company held by the Holder as may be reasonably required by the Company to comply with the applicable Securities Acts in each jurisdiction in which the Demand Registration is to be effected;
(b) if required under applicable Securities Acts, execute any certificate forming part of a preliminary prospectus, prospectus or similar document to be filed with the applicable Commissions;
(c) immediately notify the Company of the happening of any event during the period in Section 3.1(b), as a result of which the preliminary prospectus or the prospectus, as in effect, would include an untrue statement of material fact or would omit any fact that is required to be stated or is necessary to make any statement therein not misleading in light of the circumstances in which it was made insofar as such facts or statements relate to or were provided by the Holder; and
(d) otherwise use its best efforts not to breach all applicable published instruments, policies, rules and regulations of the applicable Commissions and any stock exchange, automated quotation system, and over-the-counter market on which the Designated Registrable Securities are then listed or quoted.
3.3.2 Each Holder agrees and acknowledges that, for so long as DDJ is its manager and/or advisor, all such actions required to be taken by the Holder pursuant to this Agreement shall be taken by DDJ on its behalf.
Obligations of Holder. (a) Each Holder of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder, and shall otherwise use reasonable best efforts to cooperate with the Company and any underwriter(s), as the Company may reasonably request and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement. Failure to comply with the Company's reasonable requests for information pursuant to this Paragraph 12(a) shall excuse the Company from any further obligation to a Selling Holder to include his or her shares in that Registration Statement.
(b) Each Holder of the Registrable Securities agrees by acquisition of such Registered Securities that upon receipt of any notice from the Company pursuant to Paragraph 5(g), such Holder will forthwith discontinue such Holder's disposition of Registered Securities pursuant to the Registration Statement relating to such Registered Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Paragraph 5(g) and if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus relating to such Registered Securities at the time of receipt of such notice.
Obligations of Holder. It shall be a condition precedent to the obligation of the Company to register any Warrant Shares pursuant to this Article V that Holder shall furnish to the Company such information regarding the Warrant Shares held and other information concerning Holder as the Company shall reasonably request and as shall be required in connection with the registration statement to be filed by the Company. If after a registration statement becomes effective the Company advises Holder that the Company considers it appropriate to amend or supplement the applicable registration statement, Holder shall suspend further sales of the Warrant Shares pursuant to the registration statement until the Company advises Holder that such registration statement has been amended or supplemented.
Obligations of Holder. In connection with the registration of the --------------------- Restricted Stock pursuant to a registration statement, each holder of shares of Restricted Stock included thereon shall:
(a) furnish to the Buyer such information regarding itself and the intended method of disposition as necessary to assure compliance with federal and applicable state securities laws or as the Buyer shall reasonably request;
(b) upon receipt of any notice from the Buyer of the happening of any event of the kind described in Section 4(c), immediately discontinue disposition of Restricted Stock pursuant to the registration statement until withdrawal of the stop order referred to in Section 4(c); and
(c) not sell or otherwise transfer any Restricted Stock during the period from the date specified in the Standstill Notice given by the Buyer pursuant to Section 4(e) above that the Buyer has determined that it will delay the preparation and filing of an amendment or supplement to the prospectus included in the registration statement until the expiration date specified in such notice.
